Exhibit 5.1
![LOGO](https://capedge.com/proxy/8-K/0001193125-18-244300/g557060g38i71.jpg)
2475 HANOVER STREET
PALO ALTO, CA 94304
(650)251-5000
FACSIMILE (650)251-5002
August 9, 2018
Oaktree Capital Group, LLC
333 South Grand Avenue, 28th Floor
Los Angeles, CA 90071
Ladies and Gentlemen:
We have acted as counsel to Oaktree Capital Group, LLC, a Delaware limited liability company (the “Company”), in connection with the Registration Statement on FormS-3 (FileNo. 333-211371) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance by the Company of up to 9,400,000 units of its 6.550% Series B Preferred units (the “Units”) representing limited liability company interests of the Company (the “Series B Preferred Units”), in connection with the offering described in the Company’s prospectus supplement, dated August 2, 2018 (the “Prospectus Supplement”), to the Prospectus (the “Base Prospectus”) included in the Registration Statement, filed by the Company with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission under the Act.
We have examined the Registration Statement, the Prospectus Supplement, the Fourth Amended and Restated Operating Agreement of the Company, dated as of May 17, 2018, as amended by the Unit Designation with respect to the Series A Preferred Units, dated as of May 17, 2018, and the Unit Designation with respect to the Series B Preferred Units, dated as of August 9, 2018, and a copy of the specimen certificate representing the Series B Preferred Units that has been filed with the Commission as an exhibit to the Company’s Current Report on Form8-K filed on August 9, 2018. We have also examined the Underwriting Agreement, dated August 2, 2018 (the “Underwriting Agreement”), between the Company and the several underwriters named therein. In addition, we have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.
| | | | | | | | | | | | | | | | | | |
NEW YORK | | BEIJING | | HONG KONG | | HOUSTON | | LONDON | | PALO ALTO | | SÃO PAULO | | SEOUL | | TOKYO | | WASHINGTON, D.C. |